Nokia - Decisions of general meeting

Resolutions of the Nokia Annual General Meeting 2016

Nokia Corporation
Stock Exchange Release
June 16, 2016 at 18:25 (CET +1)

Resolutions of the Nokia Annual General Meeting 2016

Espoo, Finland -The Annual General Meeting ("AGM") of Nokia Corporation was held
on June 16, 2016 and adopted the following resolutions:

Dividend
The AGM resolved to distribute an ordinary dividend of EUR 0.16 per share for
financial year 2015. In addition the AGM resolved to distribute a special
dividend of EUR 0.10 per share. The ex-dividend date is at New York Stock
Exchange on June 16, 2016 and at Nasdaq Helsinki and Euronext Paris on June
17, 2016. The dividend record date is on June 20, 2016 and the aggregate
dividend is expected be paid on or about July 5, 2016.

Members of the Board of Directors and Board's Committees elected
The AGM resolved to elect nine members to the Board of Directors of Nokia
("Board"). The following members of the Board were re-elected for a term ending
at the close of the Annual General Meeting in 2017: Vivek Badrinath, Bruce
Brown, Louis R. Hughes, Jean C. Monty, Elizabeth Nelson, Olivier Piou, Risto
Siilasmaa and Kari Stadigh. Carla Smits-Nusteling was elected as new member of
the Board for the same term. The résumés of the elected Board members are
available at http://company.nokia.com/en/about-us/corporate-governance/board-of-
directors/meet-the-board.

In an assembly meeting that took place after the AGM, the Board elected Risto
Siilasmaa as Chair of the Board, and Olivier Piou as Vice Chair of the Board.

The Board also elected the members of the Board's committees. Elizabeth Nelson
was elected as Chair and Vivek Badrinath, Louis Hughes and Carla Smits-Nusteling
as members of the Audit Committee. Bruce Brown was elected as Chair and Jean
Monty, Olivier Piou and Kari Stadigh as members of the Personnel Committee.
Risto Siilasmaa was elected as Chair and Bruce Brown, Olivier Piou and Kari
Stadigh as members of the Corporate Governance and Nomination Committee.

The AGM resolved the following annual fees to be paid to the members of the
Board for the term ending at the Annual General Meeting in 2017: EUR 440 000 for
the Chair of the Board, EUR 185 000 for the Vice Chair of the Board and EUR
160 000 for each Board member. In addition, the AGM resolved that the Chairs of
the Audit Committee and the Personnel Committee will each be paid an additional
annual fee of EUR 30 000, and other members of the Audit Committee an additional
annual fee of EUR 15 000 each. The AGM also resolved to pay a meeting fee of EUR
5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting
requiring continental travel for Board and Committee meetings to all the other
Board members except the Chair of the Board. The meeting fee would be paid for a
maximum of seven meetings per term.

In addition, the AGM also resolved, in line with company's Corporate Governance
Guidelines, that approximately 40% of the remuneration will be paid in Nokia
shares purchased from the market, or alternatively by using treasury shares held
by the Company. The Board members shall retain until the end of their
directorship such number of shares that corresponds to the number of shares they
have received as Board remuneration during their first three years of service in
the Board (the net amount received after deducting those shares needed to offset
any costs relating to the acquisition of the shares, including taxes).

Other resolutions of the Annual General Meeting
The AGM re-elected PricewaterhouseCoopers Oy as the auditor for Nokia for the
fiscal year 2016.

The AGM authorized the Board to resolve to repurchase a maximum of 575 million
Nokia shares. The shares may be repurchased under the proposed authorization in
order to optimize the capital structure of the Company, to finance or carry out
acquisitions or other arrangements, to settle the Company's equity-based
incentive plans, or to be transferred for other purposes. The authorization is
effective until December 16, 2017 and it terminated the corresponding repurchase
authorization granted by the Annual General Meeting on May 5, 2015.

The AGM also resolved to authorize the Board to issue a maximum of 1 150 million
shares through issuance of shares or special rights entitling to shares in one
or more issues. The authorization may be used to develop the Company's capital
structure, diversify the shareholder base, finance or carry out acquisitions or
other arrangements, settle the Company's equity-based incentive plans, or for
other purposes resolved by the Board. Under the authorization, the Board may
issue new shares or shares held by the Company. The authorization includes the
right for the Board to resolve on all the terms and conditions of the issuance
of shares and special rights entitling to shares, including issuance of shares
or special rights in deviation from the shareholders' pre-emptive rights within
the limits set by law. The authorization is effective until December 16, 2017
and it terminated the corresponding authorization granted by the Annual General
Meeting on May 5, 2015. The authorization did not terminate the authorization by
the Extraordinary General Meeting held on December 2, 2015 granted to the Board
for issuance of shares in order to implement the combination of Nokia and
Alcatel Lucent.

About Nokia
Nokia is a global leader in the technologies that connect people and things.
Powered by the innovation of Nokia Bell Labs and Nokia Technologies, the company
is at the forefront of creating and licensing the technologies that are
increasingly at the heart of our connected lives.

With state-of-the-art software, hardware and services for any type of network,
Nokia is uniquely positioned to help communication service providers,
governments, and large enterprises deliver on the promise of 5G, the Cloud and
the Internet of Things. www.nokia.com

ENQUIRIES

Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com

Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com

FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its businesses are exposed to various risks
and uncertainties and certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) our ability to integrate Alcatel Lucent into our operations and achieve the
targeted business plans and benefits, including targeted synergies in relation
to the acquisition of Alcatel Lucent announced on April 15, 2015 and closed in
early 2016; B) our ability to squeeze out the remaining Alcatel Lucent
shareholders in a timely manner or at all to achieve full ownership of Alcatel
Lucent; C) expectations, plans or benefits related to our strategies and growth
management; D) expectations, plans or benefits related to future performance of
our businesses; E) expectations, plans or benefits related to changes in our
management and other leadership, operational structure and operating model,
including the expected characteristics, business, organizational structure,
management and operations following the acquisition of Alcatel Lucent; F)
expectations regarding market developments, general economic conditions and
structural changes; G) expectations and targets regarding financial performance,
results, operating expenses, taxes, cost savings and competitiveness, as well as
results of operations including targeted synergies and those related to market
share, prices, net sales, income and margins; H) timing of the deliveries of our
products and services; I) expectations and targets regarding collaboration and
partnering arrangements, as well as our expected customer reach; J) outcome of
pending and threatened litigation, arbitration, disputes, regulatory proceedings
or investigations by authorities; K) expectations regarding restructurings,
investments, uses of proceeds from transactions, acquisitions and divestments
and our ability to achieve the financial and operational targets set in
connection with any such restructurings, investments, divestments and
acquisitions; and L) statements preceded by or including "believe," "expect,"
"anticipate," "foresee," "sees," "target," "estimate," "designed," "aim,"
"plans," "intends," "focus," "continue," "project," "should," "will" or similar
expressions. These statements are based on the management's best assumptions and
beliefs in light of the information currently available to it. Because they
involve risks and uncertainties, actual results may differ materially from the
results that we currently expect. Factors, including risks and uncertainties,
that could cause such differences include, but are not limited to: 1) our
ability to execute our strategy, sustain or improve the operational and
financial performance of our business or correctly identify or successfully
pursue business opportunities or growth; 2) our ability to achieve the
anticipated business and operational benefits and synergies from the Alcatel
Lucent transaction, including our ability to integrate Alcatel Lucent into our
operations and within the timeframe targeted, and our ability to implement our
organization and operational structure efficiently; 3) our ability to complete
the purchases of the remaining outstanding Alcatel Lucent securities and realize
the benefits of the public exchange offer for all outstanding Alcatel Lucent
securities; 4) our dependence on general economic and market conditions and
other developments in the economies where we operate; 5) our dependence on the
development of the industries in which we operate, including the cyclicality and
variability of the telecommunications industry; 6) our exposure to regulatory,
political or other developments in various countries or regions, including
emerging markets and the associated risks in relation to tax matters and
exchange controls, among others; 7) our ability to effectively and profitably
compete and invest in new competitive high-quality products, services, upgrades
and technologies and bring them to market in a timely manner; 8) our dependence
on a limited number of customers and large multi-year agreements; 9) Nokia
Technologies' ability to maintain and establish new sources of patent licensing
income and IPR-related revenues, particularly in the smartphone market; 10) our
dependence on IPR technologies, including those that we have developed and those
that are licensed to us, and the risk of associated IPR-related legal claims,
licensing costs and restrictions on use; 11) our exposure to direct and indirect
regulation, including economic or trade policies, and the reliability of our
governance, internal controls and compliance processes to prevent regulatory
penalties; 12) our reliance on third-party solutions for data storage and the
distribution of products and services, which expose us to risks relating to
security, regulation and cybersecurity breaches; 13) Nokia Technologies' ability
to generate net sales and profitability through licensing of the Nokia brand,
the development and sales of products and services, as well as other business
ventures which may not materialize as planned; 14) our exposure to legislative
frameworks and jurisdictions that regulate fraud, economic trade sanctions and
policies, and Alcatel Lucent's previous and current involvement in anti-
corruption allegations; 15) the potential complex tax issues, tax disputes and
tax obligations we may face in various jurisdictions, including the risk of
obligations to pay additional taxes; 16) our actual or anticipated performance,
among other factors, which could reduce our ability to utilize deferred tax
assets; 17) our ability to retain, motivate, develop and recruit appropriately
skilled employees; 18) our ability to manage our manufacturing, service
creation, delivery, logistics and supply chain processes, and the risk related
to our geographically concentrated production sites; 19) the impact of
unfavorable outcome of litigation, arbitration, agreement-related disputes or
allegations of product liability associated with our businesses; 20) exchange
rate fluctuations; 21) inefficiencies, breaches, malfunctions or disruptions of
information technology systems; 22) our ability to optimize our capital
structure as planned and re-establish our investment grade credit rating or
otherwise improve our credit ratings; 23) uncertainty related to the amount of
dividends and equity return we are able to distribute to shareholders for each
financial period; 24) our ability to achieve targeted benefits from or
successfully implement planned transactions, as well as the liabilities related
thereto; 25) our involvement in joint ventures and jointly-managed companies;
26) performance failures by our partners or failure to agree to partnering
arrangements with third parties; 27) our ability to manage and improve our
financial and operating performance, cost savings, competitiveness and synergy
benefits after the acquisition of Alcatel Lucent; 28) adverse developments with
respect to customer financing or extended payment terms we provide to customers;
29) the carrying amount of our goodwill may not be recoverable; 30) risks
related to undersea infrastructure; 31) unexpected liabilities with respect to
pension plans, insurance matters and employees; and 32) unexpected liabilities
or issues with respect to the acquisition of Alcatel Lucent, including pension,
postretirement, health and life insurance and other employee liabilities or
higher than expected transaction costs as well as the risk factors specified on
pages 69 to 87 of our annual report on Form 20-F filed on April 1, 2016 under
"Operating and financial review and prospects-Risk factors", as well as in
Nokia's other filings with the U.S. Securities and Exchange Commission. Other
unknown or unpredictable factors or underlying assumptions subsequently proven
to be incorrect could cause actual results to differ materially from those in
the forward-looking statements. We do not undertake any obligation to publicly
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.



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